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PW TAM Funding Agreement A-FY17-23; Measure A; Francisco Blvd MUPTAM AGREEMENT A-FY17-23 FUNDING AGREEMENT BETWEEN TRANSPORTATION AUTHORITY OF MARIN AND CITY OF SAN RAFAEL This AGREEMENT is made this %- l day of 4,fvn1t(1r1" ; ` , 2011, by and between the Transportation Authority of Marin, hereinafter refereed to as "TAM", a local public agency, and the City of San Rafael, hereinafter referred to as "RECIPIENT", a local public agency. SECTION 1. RECITALS 1. The Highway 101 Gap Closure Project was constructed to provide continuous carpool lanes in both directions from Lucky Drive in Corte Madera to the south of North San Pedro Road in San Rafael. 2. TAM was a partner with the State Department of Transportation (Caltrans) in the development and funding of the Highway 101 Gap Closure project. 3. TAM contributed Transportation Sales Tax (Measure A) foods and State Transportation Improvement Program (STIP) funds for the completion of the Highway 101 Gap Closure Project. 4. Caltrans returned $3,000,000 to TAM after the Highway 101 Gap Closure Project closed out as unused credit. 5. TAM issued a Call for Projects on March 30, 2016 that included One Bay Arca Grant (OBAG) funds, Transportation Fund for Clean Air (TFCA), Transportation Development Act (TDA) Article 3, and funds from the $3,000,000 unused credit. 6. The TAM Board on September 22, 2016 finalized the allocations of fimds from the unused credit to various projects, including the project included in this funding agreement. SECTION 2. PURPOSE OF FUNDING AGREEMENT This AGREEMENT is entered into by and between TAM and RECIPIENT to document the funding conditions necessary for the RECIPIENT to comply with applicable law and TAM policies. This AGREEMENT consists of additional documents stated in these sections as being attached hereto and incorporated in the AGREEMENT by reference. SECTION 3. PROJECT DEFINITION AND SCOPE This AGREEMENT, approved through Resolution 2016-11 of TAM, is made for the following purposes identified in the RECIPIENT's Project Information Sheet (EXHIBIT A): Multi -Use Pathway from 2"'r Street to Andersen Drive Project Additional information on project scope is included in the attached Project Information Sheet. q-3-1031 Pagel of 7 SECTION 4. GRANT TAM hereby grants to the RECIPIENT the sum of $250,000.00 as designated in Resolution No. 2016-11 (EXHIBIT B), which is included in this AGREEMENT by reference. SECTION 5. COST ELIGIBILITY All costs incurred by RECIPIENT prior to (lie date of execution of this AGREEMENT shall be ineligible for reimbursement by TAM. While the costs of the Project shall be eligible for reimbursement in accordance with the terms of this AGREEMENT, the timing and amount of reimbursement will be subject to TAM's discretion, based on available revenues and other anticipated project requests. SECTION 6. BUDGET AND SCOPE RECIPIENT shall maintain a project or program budget. RECIPIENT shall carry out the project and shall incur obligations against and make disbursements of the grant in conformity with TAM's requirements and (lie budget. SECTION 7. PROJECT MANAGEMENT RECIPIENT shall be responsible for the project and provide management of consultant and contractor activities for which RECIPIENT contracts, including responsibility for schedule, scope, and budget, consistent with TAM's resolution allocating the grant unless otherwise agreed upon in writing. SECTION 8. PROJECT OVERSIGHT RF,CIPIENT shall cooperate with TAIM's project management team and shall provide any requested project information. SECTION 9. ATTRIBUTION AND SIGNAGE If any portion of grant finds is used for production of reports, acknowledgment of the TAM's role shall be included in the documents. If any portion of grant funds is used for construction, RECIPIENT shall, upon initiation of field work or at the earliest feasible time thereafter, install and maintain a sign at the construction site identifying TAM (e.g., TAM and RECIPIENT's logos) as a partner. For non - construction capital purchases funded by any portion of grant finds, RECIPIENT shall affix permanent signage identifying TAM as a finding source. RECIPIENT shall demonstrate compliance with attribution and signage requirements as an indispensable condition for authorization of reimbursements for project expenses. SECTION 10. PRESS RELEASES RECIPIENT shall notify TAM in advance of any press releases about project and program activities, particularly groundbreakings and ribbon cuttings, in connection to grant finds expended from this AGREEMENT. SECTION 11. COMPLIANCE WITH LAV In the performance of its obligations pursuant to this AGREEMENT, RECIPIENT shall keep itself fully informed of the federal, state and local laws, ordinances and regulations in any manner affecting the Page 2 of 7 performance of this Agreement, and must at all times comply with such laws, ordinances, and regulations as they may be amended from time to time. SECTION 12, ENVIRONMENTAL COMPLIANCE RECIPIENT shall undertake all enviromnental mitigation measures that may be identified as commitments in applicable documents (such as environmental assessments, environmental impact statements and reports, and memoranda of agreement) and comply with any conditions imposed as a part of a finding of no significant impact or a record of decision; all such mitigation measures are incorporated in this AGREEMENT by reference. Recipient shall be responsible for obtaining all necessary environmental permits for performance of work. SECTION 13. FINANCES All costs charged to the project shall be supported by properly prepared and documented time records, invoices, or vouchers evidencing in detail the nature and propriety of (lie charges and the basis for the percentage charged to TAM. SECTION 14. RECORDS All checks, payrolls, invoices, contracts, vouchers, journal entries, work orders, or other accounting documents pertaining in whole or in part to the project shall be maintained by RECIPIENT for a period of five (5) years after the later of project closeout or termination of grant. Such project documents shall be clearly identified, readily accessible, and, to the extent feasible, kept separate and apart from all other similar documents not pertaining to the project. SECTION 15. REIMBURSEMENTS Payment shall be made by TAM for costs reimbursable under the terms of this AGREEMENT. Payment to RECIPIENT of the grant shall be upon written approval by TAM, upon submittal by RECIPIENT of appropriate support documentation and identification of expenses incurred. RECIPIENT may make a request for exceptions in writing. Exceptions may be made at the sole discretion of TAM. Reimbursement requests, with appropriate documentation, may be submitted on a regular basis but no more frequently than monthly. Each reimbursement request shall include RECIPIENT's certification that the amounts sought are only for project elements included in the Project Information Sheet, and that RECIPIENT is in compliance with TAM's requirements mentioned in this AGREEMENT. SECTION 16. ELIGIBLE EXPENSES RECIPIENT shall expend fiords only on eligible expenses as follows: operating costs, direct staff time (salary and benefits), consultants; right of way engineering and acquisition costs (including permitting), and competitively bid construction contracts. Indirect costs (as defined by OVIB Circular A-87) will not be considered an eligible expense. TAM shall provide notice to RECIPIENT of any and all expenditures made by RECIPIENT which are not in compliance with this AGREEMENT promptly after TAM becomes aware of any such expenditure. Page 3 of 7 SECTION 17. AUDITS TAM reserves the right at any time to conduct or require a financial or performance audit of the RECIPIENT'S compliance with this AGREEMENT. TAM will give advance notice of the requirement. RECIPIENT shall permit TAM, or any of its duty authorized representatives, to inspect all work, materials, payrolls, and other data and records with regard to the project, and to audit the books, records, and accounts of the RECIPIENT and its contractors with regard to the project. SECTION 18. THIRD PARTY CONTRACT AUDITS TAM reserves the right to request an audit of other third party contracts for any reason. If RECIPIENT is subject to third party financial audit requirements imposed by another finding source, copies of audits performed in fulfillment of such requirements shall be provided to the TAM. SECTION 19. CLOSEOUT PROCEDURES AND PROJECT CLOSEOUT REPORT Project closeout occurs either when TAM notifies RECIPIENT of the project closeout or forwards to RECIPIENT the final grant payment. RECIPII'NT shall provide to TAM a Project Closeout Report as shown in EXHIBIT C with the final reimbursement request. This Project Closeout Report shall include the total expenditures for the approved scope, revenues from all funding sources applied for the approved scope of work. RECIPIENT shall provide supporting documentation for expenditures and revenues from its accounting and financial management system. RECIPIENT shall certify that the amounts sought are only for project elements included in the Project Information Sheet. Upon request by TAM or discovery by RECIPIENT, after the project completion date or termination by TAM, RECIPIENT shall submit a certified financial statement identifying all ineligible expenditures, which the RECIPIENT shall be required to refund, as well as third party audit reports, in the event that ineligible expenditures were reimbursed with funds from this AGREEMENT. Project closeout shall not terminate any continuing obligations imposed on the RECIPIENT by this AGREEMENT. SECTION 20. RIGHT TO WITHHOLD If the above items are not provided to TAM by the annual due date and/or such items are found not to be in compliance with this AGREEMENT, TAM may withhold ft►nds for future allocations from RECIPIENT until RECIPIENT has corrected any noted deficiencies to TAM's satisfaction. While fiords arc being withheld, all interest on withheld funds shall be retained by TAM as an administrative fee. SECTION 21. RESCISSION OF AUTHORIZATION OF FUNDS TAM reserves the right to rescind its authorization of unneeded grant funds prior to, or at the time of, project closeout. Funds are determined to be unneeded if they are uncommitted at time of project closeout. SECTION 22. TERMINATION FOR CAUSE RECIPIENT agrees that, upon ten (10) working days written notice, TAM may suspend or terminate all or part of the financial assistance provided herein for failure to correct a breach of this AGREEMENT. Any failure to make reasonable progress, inconsistency with the Project Information Sheet, unauthorized use of grant funds as specified in this AGREEMENT, or other violation of the AGREEMENT that significantly endangers substantial performance of the project shall be deemed to be a breach of this Page 4 of 7 AGREEMENT and cause for termination. Upon mutual consent, RUCIPIENT will repay TAM any unexpended fitnds originally provided tinder this Agreement. SECTION 23. CORRECTION OF BREACH With respect to any breach, which is reasonably capable of being cured, RECIPIENT shall have thirty (30) days from the date of notice of breach to initiate steps to cure. If RECIPIENT diligently pursues cure, such RECIPIENT shall be allowed a reasonable time to cure or by a time established in writing by TAM. SECTION 24. LIABILITY Neither TAM nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RECIPIENT tinder or in connection with any work, authority, or jurisdiction delegated to RECIPIENT under this AGREEMENT. It is also understood and agreed that pursuant to Government Code Section 895.4, RECIPIENT shall fully defend, indemnify and hold TAM harmless from any liability imposed for injury (as defined by Govcrmnent Code Section 810.8) occurring by reason of anything done or omitted to be done by RECIPIENT tinder or in connection with any work, or jurisdiction delegated to RECIPIENT tinder this AGREEMENT. Neither RECIPIENT nor any officer or employee thereof, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT. It is also understood and agreed that pursuant to Govcrmnent Code Section 895.4, TAM shall fully defend, indemnify and ]told RECIPIENT harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring in by reason of anything done or omitted to be done by TAM under or in connection with any work, authority, or jurisdiction delegated to TAM under this AGREEMENT. In the event of concurrent negligence of RECIPIENT and TAM, the liability for any and all claims for injuries or damages to persons and/or property shall be apportioned under the California theory of comparative negligence as presently established or as may hereafter be modified. SECTION 25. OBLIGATIONS In general, termination of financial assistance under this AGREEMENT will not invalidate obligations properly incurred by RECIPIENT before the termination date; to the extent those obligations cannot be canceled. SECTION 26. INTEGRATION This AGREEMENT represents the entire AGREEMENT of the parties with respect to the subject matter thereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. SECTION 27. AMENDMENT Except as otherwise provided herein, this AGREEMENT may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this AGREEMENT shall be void and of no effect. Page 5 of 7 SECTION 28. INDEPENDENT AGENCY RECIPIENT performs the terns and conditions of this AGREEMENT as an entity independent of TAM. None of RECIPIENT'S agents or employees shall be agents or employees of TAM. SECTION 29. ASSIGNMENT The AGREEMENT may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. SECTION 30. BINDING ON SUCCESSORS, ASSIGNEES OR TRANSFEREES This AGREEMENT shall be binding upon the successor(s), assignee(s) or transferee(s) of TAM or RECIPIENT as may be the case. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this AGREEMENT other than as provided above. SECTION 31. EXPENSES Each party shall be solely responsible for and shall bear all of its own respective legal expenses in connection with any dispute arising out of this AGREEMENT and the transactions hereby contemplated. RECIPIENT may not use GRANT finds, or other TAM programmed funds, for the aforementioned purpose. SECTION 32. SEVERABILITY Should any part of this AGREEMENT be declared unconstitutional, invalid, or beyond (lie authority of either party to enter into or carry out, such decisions shall not affect the validity of (lie remainder of this AGREEMENT, which shall continue in full force and effect; provided that the remainder of this AGREEMENT can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. SECTION 33. EXHIBITS The following Exhibits arc hereby made part of this AGREEMENT: EXHIBIT A: Project Information Sheet EXHIBIT B: TAM Board Resolution 2016-11 EXHIBIT C: Project Closeout Report (Sample Format) SECTION 35. ACCEPTANCE OF GRANT RECIPIENT does hereby declare that all written statements, representations, covenants, and materials submitted as a condition of this AGREEMENT arc true and correct and does hereby accept TAM's grant and agrees to all of the terms and conditions of this AGREEMENT. The parties have executed thus AGREEMENT as of the date first written above. Page 6 of 7 City of San Rafael: By: C F Pi int Name Print Title Approved as to form (optional): City of San Rafael, At ►ney Print Name Transportation Authority Marin (TANI): ;nc4eirifiaiiser, Execi►tive Director Page 7 of 7 EXHIBIT A Project Information Sheet 1. Project Sponsor City of San Rafael 2. Project Title Multi -Use Pathway - 2nd Street to Andersen Drive 3. Project Description The project is consists of installing a new multi -use pathway from 2nd Street to Andersen Drive in San Rafael. This pathway will be installed parallel with the new Sonoma Marin Area Rail Transit system and will include a standard asphalt pathway with a width that varies from 8 feet wide to 10 feet wide. The project includes the replacement of one pedestrian bridge which is too narrow, and the installation of a new pedestrian bridge near Invin Street. This project will require the acquisition for a section of the pathway near Invin and closer to Andersen Drive. Funds will be used for design of the project. 4. Project Limits The project limits are From 2nd street to Andersen Drive in Son Rafael. This Multi Use Pathway will cross Irvin Street and Rice Drive. Improvements at these intersections will include curb ramps, striping and possibly some drainage modifications. Improvements at 2nd street will include the replacement of an existing pedestrian bridge. 5. Additional project information This project is supported by (lie Marin County Bicycle Coalition, Transpiration Alternatives of Marin and the San Rafael Bicycle Pedestrian Advisory group. While the project has not been fully designed, a study of the alternatives possible for the installation of this pathway near Irvin Street has been developed by Alta Planning group with the County of Marin as the lead agency. A full analysis of the required Right of Way through the area has not been established at this time. 6. Project cost, schedule and status Page 1 of I Cost Schedule Status Project Phase Phase Total Begin End % Phase $ x 1,000 (il-lo/Yr) (Mo/Yr) Complete Scoping/Conceptual Planning $ 60 1/2016 6/2016 50% Environmental/Prelim. Engineering $ 60 7/2017 3/2018 0% (PA&ED) PS&E (Final Design) $ 120 10/2017 8/2018 00/0 Right of Way $ 1,000 7/2017 6/2018 0% Utility Relocation/Protection $ 200 6/2018 10/2018 0% Construction $ 800 1/2019 10/2019 0% Construction Engineering $ 80 1/2019 10/2019 0% Other (enter phase Barre here) Total Estimated Costs $ 2,320 Page 1 of I EXHIBIT B TAM RESOLUTION NO. 2016-11 RESOLUTION OF THE TRANSPORTATION AUTHORITY OF MARIN (TAM) FOR THE ALLOCATIONS OF $3,000,000 IN UNUSED FUNDS FROM THE HIGHWAY 101 GAP CLOSURE PROJECT TO TAM, GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT (GGBHTD), CITY OF SAUSALITO, MARIN TRANSIT, MARIN COUNTY, TOWN OF CORTE MADERA, AND CITY OF SAN RAFAEL WHEREAS, The Highway 101 Gap Closure Project was constructed to provide continuous carpool lanes in both directions from Lucky Drive in Corte Madera to the south of North San Pedro Road in San Rafael; and WHEARES, The Highway 101 Gap Closure Project, including the multi -use path and soundwall components, was completed in 2011; and WHEREAS, TAM was a partner with the State Department of Transportation (Caltrans) in the development and funding of the Highway 101 Gap Closure project; and WHEREAS, TAM contributed Transportation Sales Tax (Measure A) funds and State Transportation Improvement Program (STIP) funds to the completion of the Highway 101 Gap Closure Project; and WHEREAS, Caltrans returned $3,000,000 to TAM after the Highway 101 Gap Closure Project closed out as unused credit; and WHEREAS, The $3,000,000 unused credit can be programmed on project types that are eligible for STIP funds; and WHEREAS, TAM issued a Call for Projects on March 30, 2016 that included One Bay Area Grant (OBAG) funds, Transportation Fund for Clean Air (TFCA), Transportation Development Act (TDA) Article 3, and funds from the $3,000,000 unused credit; and WHEREAS, Forty-two applications were received by May 6,2016; and WHEREAS, The applications were reviewed, evaluated, and prioritized for funding, including the unused credit from the Highway 101 Gap Closure Project; now, therefore, be it RESOLVED, That the Transportation Authority of Marin approves the allocations of the unused credit from the Highway 101 Gap Closure Project in the amounts of $167,000 to TAM Page 1 of 2 for Phase 2 of the Marin Sonoma Narrows Project; $250,000 to GGBHTD for the San Rafael Transit Center Permanent Relocation; $1,000,000 to TAM for the Phillips Drive Pavement and Streetscape Improvement Project; $156,000 to City of Sausalito for the Gate 6/Bridgeway Intersection Improvement Project; $340,000 to Marin County for the Sir Francis Drake Boulevard Signal Coordination Improvements and Signal Controller Upgrade; $311,000 to Marin Transit for the Downtown Novato Bus Stop Improvement Project; $526,000 to the Town of Corte Madera for the Tamal Vista Boulevard Corridor Bicycle and Pedestrian Improvement Project; and $250,000 to the City of San Rafael for the Multi -Use Pathway from 2nd Street to Andersen Drive; and be it further RESOLVED, That as a condition of this authorization for expenditure, the Executive Director shall impose such terms and conditions as are necessary for the project sponsors to comply with applicable law and adopted Authority policies and execute Funding Agreements with the respective project sponsors to that effect; and be it further RESOLVED, That as a condition of this authorization for expenditure, the referenced project sponsors shall provide the Authority with any other information it may request regarding the use of the funds hereby authorized. PASSED AND ADOPTED at a regular meeting of the Transportation Authority of Marin held on the 22"d day of September 2016, by the following vote: AYES: Commissioners: Arnold, Campbell, Connolly, Fredericks, Furst, Haroff, Kinsey, Kuhl, Lucan, McInerney, Moulton -Peters, Phillips, Reed, Rice, Theodores NOES: Commissioners: None ABSENT: Commissioners: Sears ABSTAIN: Commissioners: None a l�4 --. 1 Stephanie Moulton -Peters Chair Transportation Authority of Marin ATTEST: Dianne temliauser Executive Director Page 2 of 2